STATE OF DELAWARE  

CERTIFICATE OF AMENDMENT  

OF CERTIFICATE OF INCORPORATION  

The corporation organized and existing under and by virtue of the General  Corporation Law of the State of Delaware does hereby certify:  

FIRST: That at a meeting of the Board of Directors of 

__________________________________________________________________  resolutions were duly adopted setting forth a proposed amendment of the   Certificate of Incorporation of said corporation, declaring said amendment to  be advisable and calling a meeting of the stockholders of said corporation for  consideration thereof. The resolution setting forth the proposed amendment is   as follows: 

RESOLVED, that the Certificate of Incorporation of this corporation be amended  by changing the Article thereof numbered “______________________” so that, as  amended, said Article shall be and read as follows:  

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a  special meeting of the stockholders of said corporation was duly called and held  upon notice in accordance with Section 222 of the General Corporation Law of  the State of Delaware at which meeting the necessary number of shares as required  by statute were voted in favor of the amendment.  

THIRD: That said amendment was duly adopted in accordance with the  provisions of Section 242 of the General Corporation Law of the State of  Delaware.  

IN WITNESS WHEREOF, said corporation has caused this certificate to be  signed this ________________ day of ________________, 20_____.  

By:____________________________________  

 Authorized Officer  Title:____________________________________  

 Name: ____________________________________   Print or Type 

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